f8k122109ex10xvii_smartenrgy.htm


     

    Exhibit
10.17

    
      


       

      SECURITIES
PURCHASE AGREEMENT

       

      between

       

      SMART
ENERGY SOLUTIONS, INC.

       

      and

       

      BLACKPOOL
ACQUISITIONS, LLC.

      ("Purchaser")

       

       

      REGULATION
D

      U.S.
PERSONS

       

      Dated as
of December 21, 2009

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      TABLE
OF CONTENTS

       

      
        
          	 
      	 
      	
                  Page

                
	
                  1.

                	
                  PURCHASE
      AND SALE OF SECURITIES.

                	
                  1

                
	 
      	
                  1.1

                	
                  Purchase and Sale of
    Securities

                	
                  1

                
	 
      	
                  1.2

                	
                  Purchase Price

                	
                  1

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  CLOSING.

                	
                  1

                
	 
      	
                  2.1

                	
                  Date
      and Time

                	
                  1

                
	 
      	
                  2.2

                	
                  Deliveries
      by Purchaser

                	
                  1

                
	 
      	
                  2.3

                	
                  Deliveries
      by the Company

                	
                  2

                
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  REPRESENTATIONS;
      WARRANTIES AND COVENANTS OF THE COMPANY

                	
                  2

                
	 
      	
                  3.1

                	
                  Organization
      and Good Standing

                	
                  2

                
	 
      	
                  3.2

                	
                  Capitalization

                	
                  2

                
	 
      	
                  3.3

                	
                  Validity
      of Transactions

                	
                  2

                
	 
      	
                  3.4

                	
                  No Violation

                	
                  2

                
	 
      	
                  3.5

                	
                  SEC Reports

                	
                  2

                
	 
      	
                  3.6

                	
                  Subsidiaries

                	
                  3

                
	 
      	
                  3.7

                	
                  Litigation

                	
                  3

                
	 
      	
                  3.8

                	
                  Taxes

                	
                  3

                
	 
      	
                  3.9

                	
                  Securities Law Compliance.

                	
                  3

                
	 
      	
                  3.10

                	
                  Restriction
      on Issuance of Additional Shares of Common Stock

                	
                  3

                
	 
      	 
      	 
      	 
      
	
                  4.

                	
                  REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASERS

                	
                  3

                
	 
      	
                  4.1

                	
                  Legal
      Power

                	
                  3

                
	 
      	
                  4.2

                	
                  Due Execution

                	
                  4

                
	 
      	
                  4.3

                	
                  No Reliance on SEC Reports

                	
                  4

                
	 
      	
                  4.4

                	
                  No Reliance on Projections

                	
                  4

                
	 
      	
                  4.5

                	
                  Restricted Securities

                	
                  4

                
	 
      	
                  4.6

                	
                  Purchaser
      Sophistication and Ability to Bear Risk of Loss

                	
                  5

                
	 
      	
                  4.7

                	
                  Purchases
      by Groups

                	
                  5

                
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  CONDITIONS
      TO CLOSING

                	
                  5

                
	 
      	
                  5.1

                	
                  Conditions
      to Obligations of the Purchaser

                	
                  5

                
	 
      	
                  5.2

                	
                  Conditions
      to Obligations of the Company

                	
                  5

                
	 
      	 
      	 
      	 
      
	
                  6.

                	
                  REMOVAL
      OF RESTRICTIVE LEGEND

                	
                  6

                
	 
      	
                  6.1

                	
                  Effective Date

                	
                  6

                
	 
      	
                  6.2

                	
                  Required Date

                	
                  6

                
	 
      	
                  6.3

                	
                  Procedure

                	
                  6

                
	 
      	
                  6.4

                	
                  Expenses

                	
                  6

                
	 
      	
                  6.5

                	
                  Rule 144

                	
                  6

                
	 
      	
                  6.6

                	
                  Failure
      to Cause Removal of Restrictive Legend and Other Events

                	
                  6

                
	 
      	 
      	 
      	 
      
	
                  7.

                	
                  MISCELLANEOUS

                	
                  7

                
	 
      	
                  7.1

                	
                  Fees and Expenses

                	
                  7

                
	 
      	
                  7.2

                	
                  Governing  Law

                	
                  7

                
	 
      	
                  7.3

                	
                  Specific
      Performance; Consent to Jurisdiction; Venue

                	
                  7

                
	 
      	
                  7.4

                	
                  Successors and Assigns

                	
                  7

                
	 
      	
                  7.5

                	
                  Entire Agreement

                	
                  7

                


           

           

          
            
              
              

            

            
              (i)

              
                

              

            

            
              
              

            

          

           

           

          
             

            TABLE
OF CONTENTS

            (cont'd)

          

           

           

          	 
      	
                  7.6

                	
                  Separability

                	
                  8

                
	 
      	
                  7.7

                	
                  Amendment and Waiver

                	
                  8

                
	 
      	
                  7.8

                	
                  Notices

                	
                  8

                
	 
      	
                  7.9

                	
                  Titles and Subtitles

                	
                  8

                
	 
      	
                  7.10

                	
                  Survival

                	
                  8

                
	 
      	
                  7.11

                	
                  Counterparts

                	
                  8

                
	 
      	
                  7.12

                	
                  Publicity

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  8.

                	
                  ISSUANCE
      OF ADDITIONAL SHARES

                	
                  9

                
	 
      	 
      	 
      	 
      
	
                  Exhibits:

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  A

                	
                  Purchaser
      Representation Letter (Regulation D - Rule 506)

                	 
      


        

      

       

       

      
        
           

        



       

      
        
          
          

        

        
          (ii)

          
            

          

        

        
          
          

        

      

       

      SMART
ENERGY SOLUTIONS, INC.

       

      SECURITIES
PURCHASE AGREEMENT

       

      This
Securities Purchase Agreement ("Agreement") is made as of this 21st day of
December, 2009 by and between Smart Energy Solutions, Inc., a Nevada corporation
(the "Company"), with its principal office at 210 West Parkway, #7, Pompton
Plains, New Jersey, 07444, and BlackPool Acquisitions, LLC. (the
"Purchaser").

       

      RECITALS

       

      A. The
Company is conducting an offering under Regulation D under the Securities Act of
1933, as amended (the "Offering") on substantially the same terms and subject to
the conditions set forth herein, of up to 149,333,733 shares of the Company's
common stock, no par value per share ("Common Stock").

       

      B. The
Company desires to obtain funds from the Purchaser and Purchaser desires to
participate in the Offering of which this Securities Purchase Agreement is a
part, as provided in Section 2 below.

       

      AGREEMENT

       

      It is
agreed as follows:

       

      1.     PURCHASE AND
SALE OF SECURITIES.

       

      1.1 Purchase
and Sale of Securities. In reliance upon the representations and
warranties of the Company and Purchaser contained herein and in the Purchaser
Representation Letter attached hereto as Exhibit "A" and subject to the terms
and conditions set forth herein, Purchaser hereby agrees to purchase, and the
Company hereby agrees to sell and issue to Purchaser, the number of shares of
Common Stock (the "Shares") set forth on the Purchaser Signature Page
hereto.

       

      1.2 Purchase
Price. The purchase price for each Share sold to the Purchaser will be
$0.02
(the "Total Purchase Price per Share").

       

      2.     CLOSING.

       

      2.1 Date and
Time. The closing of the sale of the Shares contemplated by this
Agreement (the "Closing") shall take place incrementally by the delivery of
funds to the Company bank account.

       

      2.2
Deliveries by
Purchaser.

       

      2.2.1
Incrementally, on or before 5:00 p.m. Eastern Time on February 19, 2010,
Purchaser shall deliver to the Company a completed and duly executed Purchaser
Signature Page and Purchaser Representation Letter, Exhibit "A"
hereto.

       

      2.2.2
Incrementally from the date first written above, until 5:00 p.m. Eastern Time on
February 19, 2010, Purchaser shall have delivered wire transfers to the general
account of the Company in the amount of the applicable Purchase Price for such
Purchaser's Shares. The Purchaser and Seller agree that capital may be used for
its intended purposes as received.

       

      
 

      
        
          
          

        

        
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      2.3 Deliveries by the Company.
At the time of each Closing, or as soon thereafter as practicable, the
Company will cause to be issued to Purchaser against payment of each applicable
Purchase Price a stock certificate for the Shares registered in the Purchaser's
name or as otherwise designated by the Purchaser.

       

      3.     REPRESENTATIONS;
WARRANTIES AND COVENANTS OF THE COMPANY.

       

      As a
material inducement to the Purchaser to enter into this Agreement and to
purchase the Shares, the Company represents and that the following statements
are true and correct in all material respects as of the date hereof and will be
true and correct in all material respects at the Closing, except as expressly
qualified or modified herein.

       

      3.1 Organization and Good
Standing. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada and has full
corporate power and authority to enter into and perform its obligations under
this Agreement, and to own its properties and to carry on its business as
presently conducted and as proposed to be conducted. The Company is duly
qualified to do business as a foreign corporation in every jurisdiction in which
the failure to so qualify would have a material adverse effect upon the
Company.

       

      3.2 Capitalization. The
Company is authorized to issue 500,000,000 shares of Common Stock of which
112,314,095 shares were issued and outstanding as of September 30, 2009. The
Company is also authorized to issue 1,000,000 shares of preferred stock, no par
value per share, of which no shares have been designated Series A Preferred
Stock, none of which are issued and outstanding as of the date of this
Agreement. At the closing of the transaction contemplated herein, there will be
a maximum of 14,564,000 Common Stock Purchase Warrants and/or warrants
outstanding and exercisable. All outstanding shares of Common Stock have been
duly authorized and validly issued, and are fully paid, nonassessable, and free
of any preemptive rights. Except as set forth above and in the SEC Reports (as
hereinafter defined), as of September 30, 2009, there was not outstanding any
other right to purchase, or any security convertible into or exchangeable for,
any capital stock of the Company, including, but not limited to, options,
warrants, or rights. Except as set forth herein, the Company is under no
obligation (contingent or otherwise) to purchase or otherwise acquire or retire
any of its securities.

       

      3.3 Validity of Transactions.
This Agreement has been duly authorized, executed and delivered by the
Company and is the valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization and moratorium laws and other laws
affecting enforcement of creditor's rights generally and by general principles
of equity.

       

      3.4 No Violation. The
execution, delivery and performance of this Agreement has been duly authorized
by the Company's Board of Directors and, to the extent necessary, the
shareholders of the Company, will not violate any law or any order of any court
or government agency applicable to the Company, as the case may be, or the
Certificate of Incorporation or Bylaws of the Company, and will not result in
any breach of or default under, or, except as expressly provided herein, result
in the creation of any encumbrance upon any of the assets of the Company
pursuant to the terms of any agreement or instrument by which the Company or any
of its assets may be bound. No approval of or filing with any governmental
authority is required for the Company to enter into, execute or perform this
Agreement.

       

      3.5 SEC Reports. Copies
of the Company's Annual Report on Form I 0-KSB for the fiscal year ended
December 31, 2008, as filed with the U.S. Securities and Exchange Commission
("SEC") on April 14, 2009 and the Company's Quarterly Report for the nine months
ended

       

      
 

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      September
30, 2009, as filed with the SEC on November 19, 2009 (collectively, the "SEC
Reports") are available online with the SEC and through the Edgar
system.

       

      3.6 Subsidiaries. The
Company does not own, directly or indirectly, any equity or debt
securities of any corporation, partnership, or other entity.

       

      3.7 Litigation. Except as
set forth in Note 8 of the Company's 10Q SEC Report filed on November 19, 2009
there are no suits or proceedings (including without limitation, proceedings by
or before any arbitrator, government commission, board, bureau or other
administrative agency) pending or, to the knowledge of the Company, threatened
against or affecting the Company which, if adversely determined, would have a
material adverse effect on the financial condition, results of operations,
prospects or business of the Company, and the Company is not subject to or in
default with respect to any order, writ, injunction or decree of any federal,
state, local or other governmental department.

       

      3.8 Taxes. Federal income
tax returns and state and local income tax returns for the Company have been
filed as required by law; all taxes as shown on such returns or on any
assessment received subsequent to the filing of such returns have been paid, and
there are no pending assessments or adjustments or any income tax payable for
which reserves, which are reasonably believed by the Company to be adequate for
the payment of any additional taxes that may come clue, have not been
established. All other taxes imposed on the Company have been paid and any
reports or returns due in connection herewith have been filed.

       

      3.9 Securities Law Compliance.
Assuming the accuracy of the representations and warranties of Purchaser
set forth in Section 4 of this Agreement, the offer, issue, sale and delivery of
the shares of Common Stock will constitute an exempted transaction under the
Securities Act of 1933, as amended and now in effect ("Securities Act"). The
Company shall make such filings, if any, as may be necessary to comply with the
Federal securities laws

       

      3.10
Restriction on
Issuance of Additional Shares of Common Stock. The Company will not,
directly or indirectly, without the prior written consent of the Purchaser,
which consent will not be unreasonably withheld, issue, offer to sell, grant any
option to purchase or otherwise dispose of (or announce any issue, offer, sale,
grant of any option to purchase or other disposition of) any Common Shares or
any securities convertible into, or exchangeable or exercisable for, Common
Stock until the date in which all of the securities sold in the Offering have
had the Restrictive Legend removed, nor shall the Company publicly announce
until such date an intention to do so, except for (i) the issuance of Common
Stock in connection with the exercise of any currently outstanding stock options
or other warrants, (ii) the issuance of stock options pursuant to any of the
Company's stock option and stock incentive plans, or (iii) the issuance of
Common Stock in connection with any arm's length acquisition or other
reorganization by the Company.

       

      
        4.   REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS.

      

       

      
        Purchaser
hereby represents, warrants and covenants with the Company as
follows:

         

      

      4.1 Legal Power. Purchaser
has the requisite individual, corporate, partnership, trust or fiduciary power,
as appropriate, and is authorized, if Purchaser is a corporation, partnership or
trust, to enter into this Agreement, to purchase the Shares hereunder, and to
carry out and perform its obligations under the terms of this
Agreement.

      


       

      
        
          
          

        

        
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       4.2
Due Execution.
This Agreement has been duly authorized, executed and delivered by
Purchaser, and, upon due execution and delivery by the Company, this Agreement
will be a valid and binding agreement of Purchaser.

       

       4.3
No Reliance on SEC
Reports. Purchaser represents that Purchaser has been given full and
complete access to the Company for the purpose of obtaining such information as
the Purchaser or its qualified representative has reasonably requested in
connection with the decision to purchase the Shares. Purchaser represents that
such Purchaser has been afforded the opportunity to ask questions of the
officers of the Company regarding its business prospects and the Shares all as
Purchaser or Purchaser's qualified representative have found necessary to make
an informed investment decision to purchase the Shares hereunder.

       

       4.4
No Reliance on
Projections. Purchaser has not relied on any financial projections,
models or other financial information relating to the Company, whether or not
provided by the Company or any other source. Purchaser acknowledges that such
financial projections are inherently unreliable and are not an accurate
indication of the Company's business prospects or future financial
performance.

       

       4.5
Restricted Securities.
Purchaser has been advised that the Shares have not been registered under
the Securities Act or any other applicable securities laws and that such
securities are being offered and sold pursuant to Section 4(2) of the Securities
Act and Regulation D thereunder, and that the Company's reliance upon Section
4(2) and Regulation D is predicated in part on each Purchaser's representations
as contained herein and in the Purchaser Representation Letter in the form
attached hereto as Exhibit "A" completed by each Purchaser.

       

      4.5.1
Purchaser acknowledges that the Shares will be issued as "restricted securities"
as defined by Rule 144 promulgated pursuant to the Securities Act. The Shares
may not be resold in the absence of an effective registration thereof under the
Securities Act and applicable state securities laws unless, in the opinion of
the Company's counsel, an applicable exemption from registration is
available.

       

      4.5.2
Purchaser represents that Purchaser is acquiring the Securities for Purchaser's
own account, for investment purposes only and not with a view to, or for sale in
connection with, a distribution, as that term is used in Section 2(11) of the
Securities Act, in a manner which would require registration under the
Securities Act or any state securities laws.

       

      4.5.3
Purchaser understands and acknowledges that the Shares will bear the
following
legend:

       

      THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

      


       

      
        
          
          

        

        
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      4.5.4
Purchaser acknowledges that the Shares are not liquid and are transferable only
under limited conditions. Purchaser acknowledges that such securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Purchaser is aware of
the provisions of Rule 144 and Regulation D promulgated under the Securities
Act, which permits limited resale of restricted securities subject to the
satisfaction of certain conditions and that such Rule is not now available and,
in the future, may not become available for resale of the Shares and Warrant
Shares.

       

      4.6 Purchaser Sophistication and
Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to
protect its interests in connection with the acquisition of the Securities and
can bear the economic risk of investment in the Securities without producing a
material adverse change in Purchaser's financial condition. Purchaser otherwise
has such knowledge and experience in financial or business matters that
Purchaser is capable of evaluating the merits and risks of the investment in the
Securities.

       

      4.7 Purchases by Groups.
Purchaser represents, warrants and covenants that it is not acquiring the
Securities as part of a group within the meaning of Section 13(d)(3) of the
Exchange Act and Purchaser has not agreed to act with any other Purchaser for
the purpose of acquiring, holding, voting or disposing of the Securities
purchased hereunder for purposes of Section 13(d) under the Exchange Act, and
Purchaser is acting independently with respect to its investment in the
Securities.

       

      5.     CONDITIONS TO
CLOSING.

       

      5.1 Conditions to Obligations of
the Purchaser. Purchaser's obligation to purchase the Shares at the
Closing is subject to the fulfillment or waiver, at or prior to the Closing, of
all of the following conditions:

       

      5.1.1
Representations and
Warranties True; Performance of Obligations. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects at the Closing with the same force and effect as if they
had been made on and as of said date; and the Company shall have performed all
obligations and conditions herein required to be performed by it on or prior to
the Closing.

       

      5.1.2
Proceedings and
Documents. All corporate and other proceedings in connection with the
transactions contemplated at the Closing hereby and all documents and
instruments incident to such transactions shall be reasonably satisfactory in
substance and form to the Purchaser.

       

      5.2 Conditions to
Obligations of the Company.
The Company's obligation to issue and sell the Shares at the Closing is
subject to the fulfillment to the Company's satisfaction, on or prior to the
Closing, of the following conditions:

       

      5.2.1
Representations and
Warranties True. The representations and warranties made by Purchaser in
Section 4 hereof and on Exhibit "A" hereof shall be true and correct at the
Closing with the same force and effect as if they had been made on and as of the
Closing.

       

      5.2.2
Performance of
Obligations. Purchaser shall have performed and complied with all
agreements and conditions herein required to be performed or complied with by
them on or before the Closing, and Purchaser shall have delivered payment to the
Company in respect of its purchase of the Shares.

      


      
        
          
          

        

        
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      5.2.3
Qualifications. Legal
and Investment. All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States that are required
in connection with the lawful sale and issuance of the Shares pursuant to this
Agreement shall have been duly obtained and shall be effective on and as of the
Closing. No stop order or other order enjoining the sale of the Shares shall
have been issued and no proceedings for such purpose shall be pending or, to the
knowledge of the Company, threatened by the SEC, or any commissioner of
corporations or similar officer of any state having jurisdiction over this
transaction. At the time of the Closing, the sale and issuance of the Shares and
the issuance of the Warrant shall be legally permitted by all laws and
regulations to which Purchaser and the Company are subject.

       

      5.2.4
Board Approval.
The Company's Board of Directors shall have authorized and approved the
issuance of the Shares pursuant to the terms and conditions set forth in this
Agreement.

       

      6.            REMOVAL
OF RESTRICTIVE LEGEND.

       

      6.1  Effective Date. The
six (6) month anniversary of the Shares purchased herein.

       

      6.2  Required Date. Within
Twenty (20) Business Days of the Effective Date.

       

      6.3 Procedure. Following
the Purchasers delivery to the Company all appropriate information and
certificates, the Company shall cause to have the Restrictive Legend removed
from the share certificates of Shares purchased herein by: (1) On the Effective
Date the Company shall notify and obtain an opinion letter from Company counsel
evidencing that the Restrictive Legend may be removed, and, (2) forwarding said
opinion letter to the Company's transfer agent instructing them to remove the
legend within the Required Date.

       

      6.4 Expenses. All
Expenses for the Removal of Restrictive Legend referred to herein shall be borne
by the Company. Purchaser shall bear all discounts, selling commissions, sales
concessions and similar expenses applicable to the sale of the Securities sold
by such holder.

       

      6.5 Rule 144. The Company
shall file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the SEC thereunder,
and will take such further action as Purchaser may reasonably request, all to
the extent required from time to time to enable such holder to sell Shares
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144 or Rule 144A. Upon the request of Purchaser, the
Company shall deliver to Purchaser a written statement as to whether the Company
has complied with such requirements. Notwithstanding the foregoing, nothing in
this Section 6.5 shall be deemed to require the Company to register any of its
securities under any section of the Exchange Act.

       

      6.6 Failure to Cause Removal of
Restrictive Legend and Other Events. Subject to Section 6.1 hereof, the
Company and the Purchaser agree that the Purchaser will suffer damages if the
Restrictive Legend is not removed in a timely manner. The Company and the
Purchaser further agree that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, if (i) the Company counsel is not
notified on the effective date; (ii) counsel has not rendered an opinion; or
(iii) the transfer agent has not removed the Restrictive Legend and issued new
certificates, the Company shall issue to the Purchaser of Shares herein as
liquidated damages for such failure or breach and not as a penalty (the
"Liquidated Damages") Warrants in an amount equal to one percent (1%) of the
Shares issuable to the Purchaser pursuant to the Purchase Agreement for each
thirty (30) day period during which any Event described above occurs and is
continuing, pro rated for any period less than thirty (30) days, following the
Event until the applicable Event has been cured; provided,
however, Purchaser will waive

       

      
 

      
        
          
          

        

        
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      any
Liquidated Damages resulting from the failure to remove the Restrictive Legend
and issue new certificates by the transfer agent if the Company cures such
failure or breach prior to the end of the first thirty (30) day period
thereafter. Notwithstanding the foregoing, in no event shall the Company be
required to deliver additional Warrants as aggregate Liquidated Damages to
Purchaser under this Section 6.6 in excess of a total of six percent (6%) of the
number of Shares issuable to the Purchaser pursuant to this Agreement. The
parties agree that the Liquidated Damages represent a reasonable estimate on the
part of the parties, as of the date of this Agreement, of the amount of damages
that may be incurred by the Purchaser if the Restrictive Legend is not removed
from the certificates of the Shares purchased herein within Twenty (20) Days of
the Effective Date.

       

      7.     MISCELLANEOUS.

       

      7.1 Fees and Expenses.
Except as otherwise set forth in this Agreement, each party shall pay the
fees and expenses of its advisors, counsel, accountants and other experts, if
any, and all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.

       

      7.2 Governing Law. This
Agreement shall be governed by and construed under the laws of the State of New
York without giving effect to any of the conflicts of law principles which would
result in the application of the substantive law of another
jurisdiction.

       

      7.3 Specific Performance:
Consent to Jurisdiction: Venue.

       

      (a) The
Company and Purchaser acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or
equity.

       

      (b) The
parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in New York County, New York,
and the parties irrevocably waive any right to raise forum
non
conveniens or any other argument that New York is not the proper venue.
The parties irrevocably consent to personal jurisdiction in the state and
federal courts of the state of New York. The Company and Purchaser consent to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 7.3 shall affect
or limit any right to serve process in any other manner permitted by law. The
Company and Purchaser hereby agree that the prevailing party in any suit, action
or proceeding arising out of or relating to the Securities or this Agreement,
shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party.

       

      7.4 Successors and
Assigns. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto.

       

      7.5 Entire Agreement. This
Agreement and the Exhibits hereto and thereto, and the other documents delivered
pursuant hereto and thereto, constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and no party
shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is
intended to

      


       

      
        
          
          

        

        
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      confer
upon any party, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided herein.

       

      7.6 Separability. In case
any provision of this Agreement shall be invalid, illegal, or unenforceable, it
shall to the extent practicable, be modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the intent of the parties,
and the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

       

      7.7 Amendment and Waiver.
Except as otherwise provided herein, any term of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely), with the written
consent of the Company and Purchaser, or, to the extent such amendment affects
only one Purchaser, by the Company and such individual Purchaser. Any amendment
or waiver effected in accordance with this Section shall be binding upon each
future holder of any security purchased under this Agreement (including
securities into which such securities have been converted) and the
Company.

       

      7.8 Notices. All notices
and other communications required or permitted hereunder shall be in writing and
shall be effective when delivered personally, or sent by Facsimile or email
(with receipt confirmed), provided that a copy is mailed by registered mail,
return receipt requested, or when received by the addressee, if sent by Express
Mail, Federal Express or other express delivery service (receipt requested) in
each case to the appropriate address set forth below:

       

      If to the
Company:               Smart
Energy Solutions, Inc.

      210 West
Parkway, #7

      Pompton
Plains, 07444N.I Attention: Ed Braniff CEO

       

      If to
Purchaser:                    
At the address listed on the Purchaser Signature Page hereof.

       

      7.9 Titles and Subtitles.
The titles of the paragraphs and subparagraphs of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.

       

      7.10
Survival. The
representations and warranties of the Company and Purchaser contained herein
shall survive the execution and delivery hereof and the Closing until the date
two (2) years from the Closing, and the agreements and covenants of the Company
set forth herein shall survive the execution and delivery hereof and the Closing
hereunder until the Registration Statement required by is no longer required to
be effective under the terms and conditions of this Agreement.

       

      7.11
Counterparts.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and shall
become effective when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the
same counterpart.

       

      7.12
Publicity. The
Company agrees that it will not disclose, and will not include in any public
announcement other than the Registration Statement, the name of Purchaser
without the consent of Purchaser unless and until such disclosure is required by
law or applicable regulation, and then only to the extent of such
requirement.

       

       

      
        
          
          

        

        
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                8.

              	
                ISSUANCE
      OF ADDITIONAL, SHARES UPON ISSUANCE OF COMMON STOCK,  OPTIONS
      OR CONVERTIBLE SECURITIES AT LOWER THAN THE PURCHASE  PRICE PER SHARE
      HEREUNDER

              


      

       

      If at any
time after the Closing Date and before the date the Shares purchased herein are
no longer restricted and the new certificates have been issued to the Purchaser,
the Company issues or sells, or is deemed to have issued or sold, any shares of
Common Stock other than on exercise of outstanding options or warrants
(including the issuance or sale of shares of Common Stock owned or held by or
for the account of the Company, for a consideration per share (the "New Issuance
Price") less than the Purchase Price per share set forth in Section 1.2 above
(the foregoing a "Dilutive Issuance"), then immediately after such Dilutive
Issuance, the Company shall promptly issue to Purchaser a number of additional
shares of Common Stock so that the effective purchase price of each share of
Common Stock sold to Purchaser is equal to the New Issuance Price.

       

      Smart
Energy Solutions, Inc.

       

       

      /s/
Ed Braniff

      Ed Braniff

      President/CEO

      


       

       

      
        
          
          

        

        
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      PURCHASER
SIGNATURE PAGE

       

       

      BlackPool Acquisitions, LLC.


      Name of
Purchaser

       

       

      Number of
Shares Purchased:

       

       

      89 Fifth Avenue, Suite 703


      New York, New York 10003


      Address of
Purchaser

       

       

      info@theblackpoolgroup.com

      212.367.7079
888.844.1847

      Email,
telephone number and fax number of Purchaser

       

       

      BlackPool Acquisitions, LLC.

      Exact
Name in which Shares will be registered

       

       

      Jonathan Cross / Managing Director

      Printed
Name and Title of Authorized Signatory

       

       

                                                                                       
  

      Authorized
Signature

       

       

       

      Dated:
December         
, 2009

       

       

      Wire
Transfer Instructions: 

       

      Smart
Energy Solutions Inc. 

       

      Account
No.

       

      Route
#

      Branch
Manager: Phone:

      FAX:

       

       

      
        
          
          

        

        
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      EXHIBIT "A"

       

      PURCHASER
REPRESENTATION LETTER

      (Regulation
D — Rule 506)

       

       

      Smart
Energy Solutions, Inc. 

      210 West
Parkway #7

      Pompton
Plains, NJ 07444

       

      Gentlemen:

       

      In
connection with the purchase by BlackPool Acquisitions, LLC.,
("BlackPool") of 149,333,733 shares of Common Stock, no par value (the
"Shares"), of Smart Energy Solutions, Inc., a Nevada corporation (the "Company),
Purchaser understands that the Shares have not been registered with the U.S.
Securities and Exchange Commission ("SEC") under the U.S. Securities Act of
1933, as amended (the "Act") in reliance on Rule 506 of Regulation D,
promulgated under the Act and that the Company is relying upon the
representations made in this letter in concluding that Rule 506 of Regulation D
applies. Capitalized terms used herein will have the meaning ascribed to such
terms in the Securities Purchase Agreement entered into between the Company and
the Purchaser. Purchaser hereby represents as follows:

       

      1.   BlackPool
is acquiring the Shares and for its own account, not as a nominee or agent, for
investment and not with a view to or for resale in connection with, any
distribution or public offering thereof within the meaning of the Act, except
pursuant an effective registration statement under the Act, or an exemption from
registration under the Act.

       

      2.   BlackPool
has been advised that the Shares have not been registered under the Securities
Act or any other applicable securities laws and that the securities are being
offered and sold pursuant to Section 4(2) of the Act and Rule 506 thereunder,
and that the Company's reliance upon Section 4(2) and Rule 506 is predicated in
part on Purchaser representations as contained herein.

       

      3.    BlackPool
represents to Company that:

       

      It is a
resident of the State of New York

       

      BlackPool Acquisitions, LLC.

       

      Please
print above the exact name(s) in which Shares are to be held

       

      
        	
                Its
      address is:

              	
                89
      Fifth Avenue, Suite 703

                
                  New
      York, New York 10003

                

              


      

       

       

      
        
          
          

        

        
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      BlackPool
is an organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000.

       

      BlackPool
Acquisitions, LLC., is a private equity group.

       

      The
undersigned is an entity in which all of the equity owners are "accredited
investors" as defined in Section 230.501(a) of the Securities Act.

       

      BlackPool
Acquisitions, LLC.,
is a private equity group.

       

      BlackPool
acknowledges that the Shares have not been registered under the Securities Act
or the securities laws of any state and are being offered, and will be sold,
pursuant to applicable exemptions from such registration for nonpublic offerings
and will be issued as "restricted securities" as defined by Rule 144 promulgated
pursuant to the Securities Act. The Shares may not be resold in the absence of
an effective registration thereof under the Securities Act and applicable state
securities laws unless, in the opinion of the Company's counsel, an applicable
exemption from registration is available.

       

      4.   BlackPool
is acquiring the Shares for Purchaser's own account, for investment purposes
only and not with a view to, or for sale in connection with, a distribution, as
that term is used in Section 2(11) of the Securities Act, in a manner which
would require registration under the Securities Act or any state securities
laws.

       

      5.   BlackPool
understands and acknowledges that the Shares will bear the following
legend:

       

      THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

       

      6.   BlackPool
acknowledges that an investment in the Shares is not liquid and such securities
are transferable only under limited conditions. Purchaser acknowledges that such
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser is aware of the provisions of Rule 144 promulgated under the
Securities Act, which permits limited resale of securities purchased in a
private placement subject to the satisfaction of certain conditions and that
such Rule is not now available and, in the future, may not become available for
resale of the Shares.

       

      7.   BlackPool
acknowledges that it is able to protect its interests in connection with the
acquisition of the Shares and can bear the economic risk of investment in such
securities without producing a material adverse change in Purchaser's financial
condition. Purchaser otherwise has such knowledge and experience in financial or
business matters that Purchaser is capable of evaluating the merits and risks of
the investment in the Shares.

       

       

      
 

      
        
          
          

        

        
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      8.   BlackPool
represents that it IS NOT a registered
broker-dealer and does not have any direct or indirect affiliation or
association with a registered broker-dealer, whether as a director, officer,
partner, beneficial owner of a 10% or greater
interest in a registered broker-dealer.

       

      9.   BlackPool
represents as follows:

       

      Purchaser
has not relied on any financial projections, models or other financial
information relating to the Company not contained in the Company's Annual
Report, whether such projections, models or other information were provided by
the Company, the placement agent or any other source. Purchaser acknowledges
that such projections and models are inherently unreliable and are not an
accurate indication of the Company's business prospects or future financial
performance.

       

      10.   BlackPool agrees to
defend, indemnify and hold the Company harmless against any liability, costs or
expenses arising as a result of any dissemination of the Shares by Purchaser in
violation of the Act or applicable state securities law.

       

       

      Very
truly yours,

       

      BlackPool Acquisitions, LLC.

       

       

      /s/
Jonathan
Cross                           


      Jonathan
Cross

       

      Dated:
December 21, 2009

       

       

       -3-